§ 2-607
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/md/corporations-and-associations/2-607·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–607.
(a)Articles of amendment shall set forth the amendment and state:
(1)That the amendment was advised by the board of directors and approved by the stockholders; or
(2)That the amendment was approved by a majority of the entire board of directors and that:
(i)No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval; or
(ii)The amendment is limited to a change expressly authorized by § 2–105(a)(13) of this title or § 2–604(b) or § 2–605 of this subtitle to be made without action by the stockholders.
(b)If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:
(1)Both as of immediately before the amendment and as amended:
(i)The total number of shares of stock of all classes which the corporation has authority to issue;
(ii)The number of shares of stock of each class;
(iii)The par value of the shares of stock of each class or a statement that the shares are without par value; and
(iv)If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and
(2)If the shares are divided into classes:
(i)A description, as amended, of each class, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption; or
(ii)A statement that the information required by item
(i)of this item was not changed by the amendment.